Kingstone Companies Exchanges Old Debt for New Debt
Ticker: KINS · Form: 8-K · Filed: Sep 3, 2024 · CIK: 33992
Sentiment: neutral
Topics: debt-exchange, financing, debt-restructuring
TL;DR
Kingstone is swapping 2026 notes for new 2029 notes with a higher interest rate.
AI Summary
On August 30, 2024, Kingstone Companies, Inc. entered into a Note Exchange Agreement with certain holders of its 7.125% Senior Notes due 2026. The company is offering to exchange these notes for new 8.00% Senior Notes due 2029, along with a cash payment. This exchange is part of Kingstone's efforts to manage its debt obligations and improve its financial structure.
Why It Matters
Kingstone Companies is restructuring its debt, which could impact its financial leverage and future interest expenses.
Risk Assessment
Risk Level: medium — The exchange involves a higher interest rate on the new debt, which could increase future interest expenses for the company.
Key Numbers
- 7.125% — Existing Note Interest Rate (Rate on the notes being exchanged)
- 8.00% — New Note Interest Rate (Rate on the new notes being offered)
Key Players & Entities
- Kingstone Companies, Inc. (company) — Registrant
- 7.125% Senior Notes due 2026 (dollar_amount) — Existing debt instrument
- 8.00% Senior Notes due 2029 (dollar_amount) — New debt instrument
- August 30, 2024 (date) — Date of Note Exchange Agreement
FAQ
What is the primary purpose of the Note Exchange Agreement?
The primary purpose is to allow Kingstone Companies, Inc. to exchange its outstanding 7.125% Senior Notes due 2026 for new 8.00% Senior Notes due 2029, along with a cash payment.
What are the key dates associated with this filing?
The earliest event reported is August 30, 2024, which is the date of the Note Exchange Agreement.
What is the interest rate on the existing notes being exchanged?
The interest rate on the existing notes is 7.125%.
What is the interest rate on the new notes being offered in exchange?
The interest rate on the new notes being offered is 8.00%.
What is the maturity date of the new notes being offered?
The new notes being offered in exchange have a maturity date of 2029.
Filing Stats: 852 words · 3 min read · ~3 pages · Grade level 10.5 · Accepted 2024-09-03 17:10:30
Key Financial Figures
- $19,950,000 — 24 in the aggregate principal amount of $19,950,000 (the "Existing Notes"). Pursuant to th
- $14,950,000 — ny in the aggregate principal amount of $14,950,000 (the "New Notes"); and (ii) cash in the
- $5,000,000 — nd (ii) cash in the aggregate amount of $5,000,000, together with accrued interest on such
Filing Documents
- kins8k83024.htm (8-K) — 30KB
- ex10_1.htm (EX-10.1) — 618KB
- ex99_1.htm (EX-99.1) — 1KB
- kinspr2.jpg (GRAPHIC) — 1068KB
- 0001021771-24-000172.txt ( ) — 2370KB
- kins-20240830.xsd (EX-101.SCH) — 4KB
- kins-20240830_lab.xml (EX-101.LAB) — 21KB
- kins-20240830_pre.xml (EX-101.PRE) — 16KB
- kins8k83024_htm.xml (XML) — 4KB
01
Item 1.01 Entry into a Material Definitive Agreement . On August 30, 2024, Kingstone Companies, Inc. (the "Company") entered into a Note Exchange Agreement (the "Exchange Agreement") with the holders (the "Noteholders") of the Company's outstanding 12.0% Senior Notes due 2024 in the aggregate principal amount of $19,950,000 (the "Existing Notes"). Pursuant to the Exchange Agreement, at the closing scheduled for September 12, 2024, the Noteholders will exchange their respective Existing Notes for the following: (i) new 13.75% Senior Notes due June 30, 2026 of the Company in the aggregate principal amount of $14,950,000 (the "New Notes"); and (ii) cash in the aggregate amount of $5,000,000, together with accrued interest on such amount. Pursuant to the Exchange Agreement, the expiration date of the warrants for the purchase of an aggregate of 969,525 shares of common stock of the Company (the "Warrants"), issued in 2022 concurrently with the issuance of the Existing Notes, will be extended to June 30, 2026. The foregoing descriptions of the Exchange Agreement and the New Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement, including the form of the New Notes included as an exhibit thereto, which is filed herewith as Exhibit 10.1.
03
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . Reference is made to Item 1.01 above with regard to the issuance of the New Notes.
02
Item 3.02 Unregistered Sales of Equity Securities . Reference is made to Item 1.01 above with regard to the extension of the expiration date of the Warrants.
01
Item 7.01 Regulation FD Disclosure . On September 3, 2024, the Company issued a press release (the "Press Release") announcing that the Company has entered into the Exchange Agreement . A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Report with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report with respect to the Press Release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Financial Statements and Exhibits
Financial Statements and Exhibits . (d) Exhibits . 10.1 Note Exchange Agreement, dated as of August 30, 2024, between the Company and the holders of the Existing Notes . 10.2 Form of 13.75% Note due 2026 issued by the Company (included as Exhibit 1 to the Note Exchange Agreement filed as Exhibit 10.1 hereto) . 99.1 Press release, dated September 3, 2024, issued by the Company.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. KINGSTONE COMPANIES, INC. Dated: September 3, 2024 By: /s/ Meryl Golden Meryl Golden President and CEO